Artelo Biosciences Inc SEC Filings

Daniel S. Farb filed a Schedule 13D disclosing a 9.8% direct stake in Artelo Biosciences, Inc. (symbol ATLEW), owning 153,000 shares purchased with personal funds for approximately $850,019. Farb also acquired warrants under a June 2025 Securities Purchase Agreement: 11,299 $10 warrants and 22,598 $5.82 warrants22,595 shares; the issuer declined delivery of 3 shares and intends to pay $17.46 for those undelivered shares. Farb delivered a director nomination letter naming himself and Scott D. Pomfret and entered a Joint Filing and Solicitation Agreement with Pomfret; Pomfret granted Farb a power of attorney to assist with the proxy solicitation. The registered resale of the SPA securities was filed on Form S-1.

Artelo Biosciences, Inc. amended its bylaws to change several shareholder governance provisions. The amendments modify the required notice period for Board special meetings, eliminate the right of stockholders to take action without a meeting, and state that the Company will be treated as an "issuing corporation" under Nevada statutes regardless of its number of record stockholders or whether it does business in Nevada.

The bylaws also set the record date for determining shareholders entitled to notice, to vote, or to receive dividends or distributions at not more than 60 days prior to the relevant action. These are procedural and corporate governance changes reflected in the filing.

Artelo Biosciences' prospectus supplement describes terms for issuing debt securities, warrants and units and the broad rights, remedies and amendment limits under the indenture. It discloses that the company currently receives UK R&D tax credits for clinical trials but expects such credits to be unavailable for expenditures outside the UK with effect from April 2024. The filing states the company will need additional financing to pursue its business objectives and acknowledges failure to obtain financing could materially impair operations. Detailed provisions cover designation, pricing, interest, currency, redemption, default events and amendment/consent thresholds for any series of securities.

Artelo Biosciences (ARTL) disclosure describes terms for offering debt securities, warrants and units under an indenture, including extensive customizable features such as interest rates, denominations, currencies, security, covenants, events of default and amendment limitations. The filing states the company needs additional financing and warns operations could be adversely affected if such financing is unavailable. It notes the company currently receives UK R&D tax credits for clinical trials but those credits are not expected to apply to expenditures outside the UK starting April 2024. The supplement also summarizes trustee remedies, defeasance mechanics, and procedural rights for holders relating to defaults and amendments.